Common use of Performance Unit Plan Clause in Contracts

Performance Unit Plan. EXHIBIT B FORM OF OPINION OF CD&P TO BE DELIVERED PURSUANT TO SECTION 5(D) 1. The Company and Montpelier Re are duly incorporated and validly existing under the laws of Bermuda in good standing (meaning that they have not failed to make any required filing with any Bermuda government authority or to pay any Bermuda government fee or tax which would make them liable to be struck off the register of companies maintained by the Registrar under the Act and thereby cease to exist under the laws of Bermuda). 2. The Company has the necessary corporate power and authority to execute and file the Registration Statement under the Securities Act and to enter into and perform its obligations under the Transaction Agreements and the Securities. Neither the execution and filing under the Securities Act of the Registration Statement by the Company, nor the execution and delivery of the Transaction Agreements and the Securities and the performance by the Company of its obligations thereunder will violate the Company Constitutional Documents nor any applicable law, regulation, order or decree in Bermuda. 3. The Company has taken all corporate action required to authorize its (i) execution, delivery and performance of the Transaction Agreements and the Securities; and (ii) execution and filing of the Registration Statement with the Commission under the Securities Act. The Transaction Agreements have been duly authorized and executed by or on behalf of the Company and constitute the valid and binding obligations of the Company enforceable in accordance with their terms. The Securities have been duly authorized by the Company for issuance as contemplated by the Prospectus. The Registration Statement has been duly executed by or on behalf of the Company. 4. No order, consent, approval, licence, authorisation or validation of or exemption by any government or public body or authority of Bermuda or any sub-division thereof is required (i) to authorize or in connection with the execution and filing of the Registration Statement, or (ii) in connection with the sale of the Securities pursuant to the Agreement, or (iii) in connection with the execution, delivery, performance and enforcement of the Transaction Agreements and the Securities, except such as have been duly obtained in accordance with Bermuda law and which are in full force and effect. 5. The Company and Montpelier Re have the necessary corporate power and authority and all permits, licenses and authorisations required by Bermuda law to own or lease their properties and conduct their business as described in the Prospectus. 6. The statements contained in the Prospectus under the captions referred to in Schedule 1 hereto, insofar as such statements constitute a summary of the matters of Bermuda law as so referred therein, fairly represent a summary of the relevant Bermuda law or the Constitutional Documents and the Montpelier Re Constitutional Documents and fairly and accurately present the information set forth therein in all material respects. 7. There are no Bermuda stamp duty, transfer or similar taxes payable in respect of delivery of the Securities to the Underwriters or any subsequent purchasers pursuant to the Agreement (assuming that such Underwriters or subsequent purchasers of the Securities are not resident in Bermuda for exchange control purposes). The Agreement is not subject to ad valorem stamp duty in Bermuda, and no registration, documentary, recording, transfer or other similar tax, fee or charge by any Bermuda government authority is payable in connection with the execution, delivery, filing, registration or performance of the Agreement. 8. There is no capital gains, income or other tax of Bermuda imposed by withholding or otherwise on any payment to be made to or by the Company pursuant to the Agreement. 9. Neither of the Companies is entitled to any immunity under the laws of Bermuda, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether to enforce the Agreement in respect of the Companies and their respective property. 10. It is not necessary or desirable to ensure the enforceability in Bermuda of the Transaction Agreements or the Securities that they be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda. 11. Consummation of the transactions contemplated by the Underwriting Agreement, including but not limited to any actions taken pursuant to the indemnification and contribution provisions set forth therein, will not constitute unlawful financial assistance by the Company under Bermuda law. 12. Based solely upon the Constitutional Documents and upon certified copies supplied to us by the Company of certain correspondence from the BMA, the Company has been designated as non-resident of Bermuda for the purposes of the Bermuda Exchange Control Act 1972 and as such is free to a▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇oreign currency and securities without restriction under such legislation (including the payment of dividends or other distributions which may be lawfully made by the Company under the Act and the Constitutional Documents) and is an "exempted company" under the Act. 13. The Company's agreement to the choice of law provisions set forth in Section 12 of the Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in Bermuda except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda. To the extent Bermuda law is applicable, the submission by the Company in the Agreement to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, the waiver of any objection related to inconvenient forum and appointment of an agent for service of process are valid and binding upon the Company. 14. The courts of Bermuda would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal courts of New York against the Company based upon the Transaction Agreements or the Securities under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct procedures under the laws of Bermuda. 15. The Company has received an assurance from the Ministry of Finance that in the event of there being enacted in Bermuda any legislation imposing tax on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Company or any of its operations or its shares, debentures or other obligations until March 28, 2016. 7/29/2003 SCHEDULE 1 TO CD&P OPINION (a) Risk Factors -- Risks Related to Our Senior Notes: - Because of our holding company structure, the notes will be subordinated to all indebtedness and liability of our subsidiaries; - We will depend on dividends from Montpelier Re to meet our obligations under the notes; - You may have difficulty effecting service of process on us or enforcing judgments against us in the United States;

Performance Unit Plan. EXHIBIT B FORM OF OPINION OF CD&P TO BE DELIVERED PURSUANT TO SECTION 5(D6(D) 1. The Company and Montpelier Re are duly incorporated and validly existing under the laws of Bermuda in good standing (meaning that they have not failed to make any required filing with any Bermuda government authority or to pay any Bermuda government fee or tax which would make them liable to be struck off the register of companies maintained by the Registrar under the Act and thereby cease to exist under the laws of Bermuda). 2. The Company has the necessary corporate power and authority to execute and file the Registration Statement under the Securities Act and to enter into and perform its obligations under the Transaction Agreements and the SecuritiesUnderwriting Agreement. Neither the execution and filing under the Securities Act of the Registration Statement by the Company, nor the execution and delivery of the Transaction Agreements and the Securities Underwriting Agreement and the performance by the Company of its obligations thereunder will violate the Company Constitutional Documents nor any applicable law, regulation, order or decree in Bermuda. 3. The Company has taken all corporate action required to authorize its (i) execution, delivery and performance of the Transaction Agreements and the SecuritiesUnderwriting Agreement; and (ii) execution and filing of the Registration Statement with the Commission under the Securities Act. The Transaction Agreements have Underwriting Agreement has been duly authorized and executed by or on behalf of the Company and constitute constitutes the valid and binding obligations of the Company enforceable in accordance with their its terms. The Securities have been duly authorized by the Company for issuance as contemplated by the Prospectus. The Registration Statement has been duly executed by or on behalf of the Company. 4. No order, consent, approval, licence, authorisation or validation of or exemption by any government or public body or authority of Bermuda or any sub-division thereof is required (i) to authorize or in connection with the execution and filing of the Registration Statement, or (ii) in connection with the sale of the Securities Shares being delivered pursuant to the Underwriting Agreement, or (iii) in connection with the execution, delivery, performance and enforcement of the Transaction Agreements and the SecuritiesUnderwriting Agreement, except such as have been duly obtained in accordance with Bermuda law and which are in full force and effect. 5. The Company and Montpelier Re have the necessary corporate power and authority and all permits, licenses and authorisations required by Bermuda law to own or lease their properties and conduct their business as described in the Prospectus. 6. The statements contained in the Prospectus under the captions referred to in Schedule 1 hereto, insofar as such statements constitute a summary of the matters of Bermuda law as so referred therein, fairly represent a summary of the relevant Bermuda law or the Constitutional Documents and of the Montpelier Re Constitutional Documents Companies and fairly and accurately present the information set forth therein in all material respects. 7(a) The authorized capital of the Company is as set forth in the Prospectus. (b) All of the issued share capital of the Company at the date of the Company Register was duly authorized, validly issued, and such shares of the Company were fully paid and non-assessable. (c) The Shares conform to the description thereof in the Prospectus. 8. There are no Bermuda stamp duty, transfer or similar taxes payable in respect of delivery of the Securities Shares to the Underwriters or any subsequent purchasers pursuant to the Underwriting Agreement (assuming that such Underwriters or subsequent purchasers of the Securities Shares are not resident in Bermuda for exchange control purposes). The Underwriting Agreement is not subject to ad valorem stamp duty in Bermuda, and no registration, documentary, recording, transfer or other similar tax, fee or charge by any Bermuda government authority is payable in connection with the execution, delivery, filing, registration or performance of the Agreement. 89. There is no capital gains, income or other tax of Bermuda imposed by withholding or otherwise on any payment to be made to or by the Company pursuant to the Underwriting Agreement. 910. Neither of the Companies is entitled to any immunity under the laws of Bermuda, whether characterized as sovereign immunity or otherwise, from any legal proceedings, whether proceedings to enforce the Underwriting Agreement in respect of the Companies and their respective itself or its property. 1011. It is not necessary or desirable to ensure the enforceability in Bermuda of the Transaction Agreements or the Securities Underwriting Agreement that they it be registered in any register kept by, or filed with, any governmental authority or regulatory body in Bermuda. 1112. Consummation of the transactions contemplated by the Underwriting Agreement, including but not limited to any actions taken pursuant to the indemnification and contribution provisions set forth therein, will not constitute unlawful financial assistance by the Company under Bermuda law. 1213. Based solely upon the Constitutional Documents and upon certified copies supplied to us by the Company of certain correspondence from the BMABermuda Monetary Authority, the Company has been designated as non-resident of Bermuda for the purposes of the Bermuda Exchange Control Act 1972 and as such is free to a▇▇▇▇▇▇, ▇ ▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇ ▇oreign and as such is free to acquire, hold, transfer and sell foreign currency and securities without restriction under such legislation (including the payment of dividends or other distributions which may be lawfully made by the Company under the Act and the Constitutional Documents) and is an "exempted company" under the Act. 1314. The Company's agreement to the choice of law provisions set forth in Section 12 11 of the Underwriting Agreement is a valid choice of law and would be recognized and given effect to in any action brought before a court of competent jurisdiction in Bermuda except for those laws (i) which such court considers to be procedural in nature, (ii) which are revenue or penal laws or (iii) the application of which would be inconsistent with public policy, as such term is interpreted under the laws of Bermuda. To the extent Bermuda law is applicable, the submission by the Company in the Agreement to the non-exclusive jurisdiction of any New York State or United States Federal court sitting in The City of New York, the waiver of any objection related to inconvenient forum and appointment of an agent for service of process are valid and binding upon the Company. 14. The courts of Bermuda would recognize as a valid judgment, a final and conclusive judgment in personam obtained in the federal courts of New York against the Company based upon the Transaction Agreements or the Securities under which a sum of money is payable (other than a sum of money payable in respect of multiple damages, taxes or other charges of a like nature or in respect of a fine or other penalty) and would give a judgment based thereon provided that (a) such courts had proper jurisdiction over the parties subject to such judgment, (b) such courts did not contravene the rules of natural justice of Bermuda, (c) such judgment was not obtained by fraud, (d) the enforcement of the judgment would not be contrary to the public policy of Bermuda, (e) no new admissible evidence relevant to the action is submitted prior to the rendering of the judgment by the courts of Bermuda and (f) there is due compliance with the correct procedures under the laws of Bermuda. 15. The Company has received an assurance from the Ministry of Finance that in the event of there being enacted in Bermuda any legislation imposing tax on profits or income or computed on any capital asset, gain or appreciation, or any tax in the nature of estate duty or inheritance tax, then the imposition of any such tax shall not be applicable to the Company or any of its operations or its shares, debentures or other obligations until March 28, 2016. 7/29/2003 SCHEDULE 1 TO CD&P OPINION (a) Risk Factors -- Risks Related to Our Senior Notes: - Because of our holding company structure, the notes will be subordinated to all indebtedness and liability of our subsidiaries; - We will depend on dividends from Montpelier Re to meet our obligations under the notes; - You may have difficulty effecting service of process on us or enforcing judgments against us in the United States;